Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2000
                               -----------------

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________to _________________

For Quarter Ended December 31, 2000
                  -----------------


                              TRANSNET CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)

    DELAWARE                                       22-1892295
    --------                                       ----------
(State or other jurisdiction of           (IRS Employer Identification Number)
incorporation or organization)

45 Columbia Road, Somerville, New Jersey            08876-3576
----------------------------------------           ------------
(Address of principal executive offices)           (Zip Code)

Registrant's Telephone Number, Including Area Code:908-253-0500
                                                   ------------

----------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last Report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

    Yes    X      No ______
       ---------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of February 2, 2001: 4,884,304.




<PAGE>





                              TRANSNET CORPORATION
                                    FORM 10-Q

                                TABLE OF CONTENTS


                                                                        Page No.


PART I.  FINANCIAL INFORMATION

   Consolidated Balance Sheets
      December 31, 2000 and June 30, 2000                               1

   Consolidated Statements of Operations
      Three Months Ended December 31, 2000 and 1999                     2
      Six Months Ended December 31, 2000 and 1999                       3

   Consolidated Statements of Cash Flows
      Six Months Ended December 31, 2000 and 1999                       4

   Notes to Consolidated Financial Statements                           5

   Management's Discussion and Analysis                                 6 - 8

PART II.  OTHER INFORMATION                                             9
-------   -----------------






























                                       i.


<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------



                                                       December 31,  June 30,
                                                       ------------  --------
                                                          2 0 0 0     2 0 0 0
                                                          -------     -------
                                                        [Unaudited]
Assets:
Current Assets:
  Cash and Cash Equivalents                             $5,284,016  $5,208,558
  Accounts Receivable - Net                              9,980,778   9,357,398
  Inventories                                            1,056,390   1,377,729
  Mortgage Receivable - Related Party                      250,000     250,000
  Other Current Assets                                     131,120      86,500
  Deferred Tax Asset                                       136,163     231,900
                                                        ----------  ----------

  Total Current Assets                                  16,838,467  16,512,085

Property and Equipment - Net                               684,650     569,000

Other Assets                                               133,581     369,282
                                                        ----------  ----------

  Total Assets                                          $17,656,698 $17,450,367
                                                        =========== ===========

Liabilities and Stockholders' Equity:
Current Liabilities:
  Accounts Payable                                      $1,417,421  $2,055,484
  Accrued Expenses                                          99,186     378,858
  Accrued Payroll                                          167,695     175,614
  Floor Plan Payable                                     2,987,191   2,015,285
                                                        ----------  ----------

  Total Current Liabilities                              4,671,493   4,625,241
                                                        ----------  ----------

Deferred Tax Liability                                      12,000      12,000
                                                        ----------  ----------

Stockholders' Equity:
  Capital Stock - Common, $.01 Par Value, Authorized
   15,000,000 Shares; Issued 7,469,524 Shares
   [of which 2,614,220 are in Treasury]                     74,695      74,695

  Paid-in Capital                                       10,686,745  10,686,745

  Retained Earnings                                      9,477,074   9,260,745
                                                        ----------  ----------

  Totals                                                20,238,514  20,022,185
  Less:  Treasury Stock - At Cost                       (7,265,309) (7,209,059)
                                                        ----------  ----------

  Total Stockholders' Equity                            12,973,205  12,813,126
                                                        ----------  ----------

  Total Liabilities and Stockholders' Equity            $17,656,698 $17,450,367
                                                        =========== ===========


See Notes to Consolidated Financial Statements.




                                        1

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
------------------------------------------------------------------------------


                                                           Three months ended
                                                               December 31,
                                                          2 0 0 0      1 9 9 9
                                                          -------      -------

Revenue:
  Equipment                                              $9,574,559  $7,314,470
  Service                                                 3,538,739   3,169,062
                                                         ----------  ----------

  Total Revenue                                          13,113,298  10,483,532
                                                         ----------  ----------

Cost of Revenue:
  Equipment                                               8,736,876   6,771,315
  Service                                                 2,644,419   2,580,261
                                                         ----------  ----------

  Total Cost of Revenue                                  11,381,295   9,351,576
                                                         ----------  ----------

  Gross Profit                                            1,732,003   1,131,956

Selling, General and Administrative Expenses              1,633,680   1,484,160
                                                         ----------  ----------

  Operating Income (Loss)                                    98,323    (352,204)
                                                         ----------  ----------

Other Income:
  Interest Income                                            68,067      74,405
  Interest Income - Related Party                             5,672       5,672
                                                         ----------  ----------

  Total Other Income                                         73,739      80,077
                                                         ----------  ----------

  Income (Loss) Before Tax Expense                          172,062    (272,127)

Income Tax Expense                                           53,000     (88,192)
                                                         ----------  ----------

  Net Income (Loss)                                      $  119,062  $ (183,935)
                                                         ==========  ==========

Basic Net Income (Loss) Per Common Share                 $     0.03  $    (0.04)
                                                         ==========  ==========

Diluted Net Income (Loss) Per Common Share               $     0.02  $    (0.04)
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Basic        4,850,141   4,900,864
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Diluted      4,925,141   4,900,864
                                                         ==========  ==========

See Notes to Consolidated Financial Statements.



                                        2

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
------------------------------------------------------------------------------


                                                            Six months ended
                                                                December 31,
                                                          2 0 0 0      1 9 9 9
                                                          -------      -------
Revenue:
  Equipment                                             $19,725,160 $14,740,162
  Service                                                 7,053,137   6,998,230
                                                         ----------  ----------

  Total Revenue                                          26,778,297  21,738,392
                                                         ----------  ----------

Cost of Revenue:
  Equipment                                              18,199,165  13,532,531
  Service                                                 5,166,191   5,211,003
                                                         ----------  ----------

  Total Cost of Revenue                                  23,365,356  18,743,534
                                                         ----------  ----------

  Gross Profit                                            3,412,941   2,994,858

Selling, General and Administrative Expenses              3,241,777   2,939,181
                                                         ----------  ----------

  Operating Income                                          171,164      55,677
                                                         ----------  ----------

Other Income:
  Interest Income                                           135,820     162,916
  Interest Income - Related Party                            11,344      11,344
                                                         ----------  ----------

  Total Other Income                                        147,164     174,260
                                                         ----------  ----------

  Income Before Tax Expense                                 318,328     229,937

Income Tax Expense                                          102,000      82,720
                                                         ----------  ----------

  Net Income                                             $  216,328  $  147,217
                                                         ==========  ==========

Basic Net Income Per Common Share                        $     0.05  $     0.03
                                                         ==========  ==========

Diluted Net Income Per Common Share                      $     0.04  $     0.03
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Basic        4,850,141   4,900,864
                                                         ==========  ==========

Weighted Average Common Shares Outstanding - Diluted      4,925,141   4,900,864
                                                         ==========  ==========


See Notes to Consolidated Financial Statements.



                                        3

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
------------------------------------------------------------------------------


CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
------------------------------------------------------------------------------



                                                            Six months ended
                                                               December 31,
                                                          2 0 0 0     1 9 9 9
                                                          -------     -------

Operating Activities:
  Net Income                                            $  216,328  $  147,217
                                                        ----------  ----------
  Adjustments to Reconcile Net Income to Net Cash:
   Depreciation and Amortization                            89,877     240,167
   Provision for Doubtful Accounts                        (138,000)     30,000
   Discounting for Deferred Charge                         104,105          --
   Deferred Income Taxes                                    95,737    (585,220)

  Changes in Assets and Liabilities:
   (Increase) Decrease in:
     Accounts Receivable                                  (485,380) (1,749,014)
     Inventory                                             321,339     220,659
     Other Current Assets                                  (44,620)    (25,724)
     Other Assets                                           (1,958)         --

   Increase (Decrease) in:
     Accounts Payable and Accrued Expenses                (925,654)     40,068
     Deferred Income                                            --      40,579
                                                        ----------  ----------

   Total Adjustments                                      (984,554) (1,788,485)
                                                        ----------  ----------

  Net Cash - Operating Activities                         (768,226) (1,641,268)
                                                        ----------  ----------

Investing Activities:
  Capital Expenditures                                     (71,972)         --
                                                        ----------  ----------

Financing Activities:
  Floor Plan Payable- Net                                  971,906     739,726
  Treasury Shares Repurchased                              (56,250)   (588,253)
                                                        ----------  ----------

  Net Cash - Financing Activities                          915,656     151,473
                                                        ----------  ----------

  Net Increase (Decrease) in Cash and Cash Equivalents      75,458  (1,489,795)

Cash and Cash Equivalents at Beginning of Periods        5,208,558   7,617,241
                                                        ----------  ----------

  Cash and Cash Equivalents at End of Periods           $5,284,016  $6,127,446
                                                        ==========  ==========


See Notes to Consolidated Financial Statements.


                                        4

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
------------------------------------------------------------------------------




[1] Summary of Significant Accounting Policies

[A] Consolidation - The consolidated  financial  statements include the accounts
of  the  Corporation  and  its   wholly-owned   subsidiary,   Century   American
Corporation.  Intercompany  transactions  and accounts  have been  eliminated in
consolidation.

[B]  Inventory  -  Inventory  consists  of  finished  goods.  The  Corporation's
inventory is valued at the lower of cost  (determined on the average cost basis)
or market.

[C] Cash and Cash Equivalents - For the purposes of the statement of cash flows,
the  Corporation  considers  highly liquid debt  instruments,  purchased  with a
maturity of three months or less, to be cash equivalents.

[D]  Earnings  Per  Share -  Earnings  per  common  share - basic  are  based on
4,850,141  and  4,900,864  weighted  shares  outstanding  for the periods  ended
December  31, 2000 and 1999,  respectively.  Earnings per common share - diluted
are based on 4,925,141 and 4,900,864 weighted shares outstanding for the periods
ended December 31, 2000 and 1999, respectively.

[2] Income Taxes

The  Corporation  has a  deferred  tax  asset of  $136,163  and a  deferred  tax
liability of $12,000 based upon temporary timing differences including inventory
capitalization,  allowance  for  doubtful  accounts,  vacation  pay accruals and
depreciation.

[3] Reclassification

Certain items from the prior year's financial  statements have been reclassified
to conform to the current year's presentation.

In the opinion of management,  the accompanying unaudited consolidated financial
statements   contain  all  adjustments   consisting  only  of  normal  recurring
adjustments  necessary to present fairly the financial position,  the results of
operations and cash flows for the periods presented.

These  statements  should be read in conjunction with the summary of significant
accounting  policies and notes contained in the  Corporation's  annual report on
Form 10-K for the year ended June 30, 2000.




                                        5

<PAGE>



TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #2
[UNAUDITED]
------------------------------------------------------------------------------





[4] Related Transaction

On November 11, 1998,  the Company  executed an agreement to sell  approximately
6.32 acres of unimproved  real property in  Mountainside,  New Jersey (the "Real
Property") to W Realty LLC ("W Realty") for the appraised value of $1,000,000. W
Realty is a  partnership,  which at the time of sale  consisted of John J. Wilk,
Chairman  of the Board,  and Raymond J. Rekuc,  a Director of the  Company.  The
purchase price was payable  through a credit  extended by W Realty as sub-lessor
to the Company as  sub-lessee  for the  $410,000 of rent  payable by the Company
over  the  last  two  years  of its  sublease  for  its  principal  facility  in
Somerville,  New Jersey  and a $590,000  promissory  note  executed  by W Realty
payable in  installments  of $150,000 in February  1998 and $440,000 in November
1998.  The note was at an  interest  rate of 8% per annum and was  secured  by a
mortgage on the Real  Property.  The $150,000  payment due in February  1998 was
paid and  $190,000 of the payment  due in November  1998 was paid with  interest
through January 1999.  Payment of the $250,000 balance was renegotiated  under a
new Note which provides for payment of the principal on November 1, 2000 (unless
demanded at an earlier  date),  and bears  interest at the rate of 9% per annum,
payable monthly beginning February 1, 1999. The Note has been extended until May
1, 2001.  At the time of issuance  of the new Note,  the  Company  released  its
mortgage  lien on the Real  Property  in order to  permit W  Realty,  which  now
includes an  unaffiliated  third partner,  to lease the Real Property to another
third  party.  In place of the  mortgage  lien,  the new Note is  secured by the
partnership  interests of W Realty owned by Messrs.  Wilk and Rekuc.  The credit
for rental payments is still in effect.





                      .   .   .   .   .   .   .   .   .   .



                                        6

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
------------------------------------------------------------------------------




Results of Operations

Revenues  for the three  months  ended  December  31, 2000 were  $13,113,298  as
compared  with  $10,483,532  for the quarter  ended  December 31, 1999.  For the
quarter ended December 31, 2000 the Corporation  reported net income of $119,062
as compared with net loss of $183,935 for the similar period in the prior fiscal
year. For the six months ended December 31, 2000 revenues were  $26,778,297,  as
compared to  $21,738,392  reported  for the similar  period in the prior  fiscal
year,  with net income of $216,328 for the six-month  period ended  December 31,
2000,  compared  with net income of  $147,217  for the same  period in the prior
fiscal year.  The increase in revenues in the three and six-month  periods ended
December 31, 2000 is due  primarily to an increase in hardware  sales,  and to a
lesser  extent to an increase in technical  service  related  revenues,  such as
technical  repair and support  services.  Revenues for the quarter and six-month
period ended December 31, 1999, were  negatively  impacted by deferrals by major
clients of  initiating  technical  service  projects due to their  concerns with
potential  Y2K  problems.  Management  believes  that this type of deferral  was
widespread  and affected the industry as a whole.  Demand for the  Corporation's
technical services have returned to normal levels.

The net income for the quarter and six-month  period ended  December 31, 2000 is
attributable  to the  increase  in  hardware  sales as well as the  increase  in
service revenues. Service and training related revenues are significant in their
contributions  to earnings because these operations yield a higher profit margin
than equipment  sales.  The net loss for the quarter and the decreased  earnings
for the  six-month  period  ended  December  31,  1999,  were the  result of the
above-referenced  deferrals of technical service, technical support and training
services, combined with the associated under-utilization of technical personnel.
For the  six-month  periods  ended  December  31,  2000 and 1999,  respectively,
revenues  from the  provision  of  service,  support,  outsourcing  and  network
integration were largely the result of the Corporation  renewing and/or entering
into service contracts with a number of large corporate  clients.  Most of these
contracts are short-term,  usually twelve months or less, and contain provisions
which permit early termination. Although the contracts generally contain renewal
terms, there is no assurance that such renewals will occur.

During the fiscal years discussed, the computer industry has experienced a trend
of decreasing  prices of computers and related  equipment.  Management  believes
that this trend will  continue.  Industrywide,  the result of price  erosion has
been lower profit margins on sales,  which require  businesses to sell a greater
volume of equipment to maintain past earning levels. Another result of the price
decreases has been intensified  competition  within the industry,  including the
consolidation  of businesses  through merger or  acquisition,  the initiation of
sales by certain  manufacturers  directly to the  end-user  and the  entrance of
manufacturers  into technical services  business.  Management  believes that the
adoption of policies by many larger corporate customers,  which limit the number
of vendors  permitted to provide  goods and services  for  specified  periods of
time, has further increased price competition.

The Corporation's  performance is also impacted by other factors,  many of which
are not within its control.  These factors  include:  the  short-term  nature of
client's  commitments;  patterns of capital spending by clients;  the timing and
size of new projects;  pricing changes in response to competitive  factors;  the
availability  and related  costs of qualified  technical  personnel;  timing and
customer  acceptance  of  new  product  and  service  offerings;  trends  in  IT
outsourcing; product constraints; and industry and general economic conditions.


                                        7

<PAGE>




To meet these competitive  challenges and to maximize the  Corporation's  profit
margin,  management has modified its marketing  strategy  during these years and
has  enforced  expense  controls.  Management  also  utilizes new trends such as
manufacturers'  direct  shipment  and billing of the  customers  in exchange for
payment to the  Corporation  of an "agency  fee" as a means to reduce  equipment
related costs while increasing profits.  Management's current marketing strategy
is designed to  emphasize  provision  of  technical  services and sales of lower
revenue/higher profit margin products related to service and support operations.
In this regard,  management  continues its concentration on sales of network and
system  integration  products  which yield higher profit  margins.  Management's
efforts include targeting commercial, educational and governmental customers who
provide  marketplaces  for a wide range of products  and services at one time, a
cost-effective  approach to sales.  These  customers often do not have their own
technical staffs and outsource their computer service  requirements to companies
such as TransNet. Management believes it maximizes profits through concentration
on sales of value-added applications; promotion of the Corporation's service and
support operations;  and strict adherence to cost cutting controls.  In light of
the above,  management  emphasizes  and continues the  aggressive  pursuit of an
increased  volume  of sales of  technical  service  and  support  programs,  and
promotion of its training services.  In the near term, the Corporation  believes
that product  sales will  continue to generate a  significant  percentage of the
Company's revenues. In addition,  the Corporation's buying agreement with Ingram
Micro,  Inc.  enhances  the  Corporation's   competitive  edge  through  product
discounts unavailable through other sources.

With respect to selling,  general and administrative  expenses,  although actual
expenses  increased due to increased sales related costs,  selling,  general and
administrative expenses remained at approximately 12% of revenue for the quarter
and  six  month  period  ended   December   31,  2000.   Selling,   general  and
administrative  expenses  were  approximately  13 - 14% of revenues for the same
time periods in fiscal 2000.

Interest income  decreased in the 2000 quarter and six-month  period as compared
to the same periods in 1999 primarily due to the lower amount of cash invested.

Liquidity and Capital Resources

There are no material commitments of the Corporation's capital resources.

The  Corporation  currently  finances a portion of its accounts  receivable  and
finances   purchases  of  portions  of  its  inventory  through   floor-planning
arrangements  under which such  inventory  secures the amount  outstanding.  The
amount due under this  financing  increased for the quarter and six months ended
December 31, 2000 due to an increase in hardware sales.  Inventory  decreased in
the quarter and six- month  periods  ended  December 31, 2000 as compared to the
corresponding  periods in the prior  fiscal year in response to these  increased
sales and the Corporation's agency model of sales.

Accounts  receivable and payable  increased for the quarter and six months ended
December 31, 2000 as compared to the same periods in 1999 as a direct  result of
the increase in  revenues.  Cash levels  decreased  in the three and  six-months
ended  December 31, 2000 as compared to the  corresponding  periods in 1999 as a
result of expenses required to finance the increased hardware sales.

For the fiscal quarter and six months ended December 31, 2000, as in the similar
periods in the prior  year,  the  internal  resources  of the  Corporation  were
sufficient to enable the Corporation to meet its obligations.

In the first  quarter of fiscal 1998,  management  was apprised of an unasserted
possible claim or assessment involving the Corporation's  Pension Plan. The Plan
was adopted in 1981 as a defined  benefit  plan. In 1989,  various  actions were
taken by the  Corporation  to  terminate  the Plan,  to  convert it to a defined
contribution plan and to freeze benefit accruals. No filing for plan termination
was  made  with  the  Pension  Benefit   Guaranty   Corporation   (the  "PBGC").
Additionally,  a final  amended and restated  plan  document  incorporating  the
foregoing  amendments and other required amendments  including those required by
the Tax  Reform  Act of 1986 do not  appear to have been  properly  adopted.  In
addition, since 1989, it appears that certain operational violations occurred in
the  administration  of the Plan including the failure to obtain spousal consent
in certain instances where it was required.


                                        8

<PAGE>





The  Corporation  decided to (i) take  corrective  action  under the IRS Walk-in
Closing  Agreement Program ("CAP"),  (ii) applied for a favorable  determination
letter with respect to the Plan from the IRS, and (iii)  terminate the Plan. The
CAP program  provides a  correction  mechanism  for  "non-amenders"  such as the
Corporation.  Under CAP, the Corporation will be subject to a monetary  sanction
(which  could range from $1,000 to  approximately  $40,000).  In  addition,  the
Corporation will be required to correct, retroactively,  operational violations,
and to pay any resulting  excise taxes and PBGC premiums and penalties  that may
be due. In this regard, in connection with settlement negotiations with the IRS,
during the December 2000 quarter the Corporation made a contribution to the Plan
and  made  payment  of  specified  sanctions.  At the time of this  filing,  the
Corporation is awaiting  finalization of the settlement agreement by the IRS and
resolution with the PBGC.

The matters  discussed in  Management's  Discussion  and Analysis and throughout
this report that are forward-looking  statements are based on current management
expectations   that  involve  risk  and   uncertainties.   Potential  risks  and
uncertainties  include,  without  limitation:  the impact of economic conditions
generally  and  in  the  industry  for  microcomputer   products  and  services;
dependence  on key  vendors and  customers;  continued  competitive  and pricing
pressures in the industry;  product supply shortages;  open-sourcing of products
of vendors,  including direct sales by manufacturers;  rapid product improvement
and technological  change, short product life cycles and resulting  obsolescence
risks; technological developments; capital and financing availability; and other
risks set forth herein.



                                        9

<PAGE>




                                    PART II.

                                OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

     The  Corporation's  Annual Meeting of Stockholders  was held on January 28,
2001.

     At the  meeting,  the  following  seven  individuals  were  elected  by the
following vote to serve as directors of the Corporation, each to serve until the
next annual meeting of stockholders  and until his successor is duly elected and
qualifies.

             Name                         Shares Voted

                                        For      Authority Withheld

        John J. Wilk                 3,870,944         61,838
        Steven J. Wilk               3,870,544         62,238
        Jay A. Smolyn                3,871,244         61,538
        Vincent Cusumano             3,869,844         62,938
        Earle Kunzig                 3,870,994         62,488
        Raymond J. Rekuc             3,869,794         62,988
        Susan M. Wilk-Cort           3,870,194         62,588

The adoption of the 2000  TransNet  Corporation  Stock Option Plan was approved:
1,249,105 Shares voted in favor 231,005 voted against 35,068 abstained

Item 6:  Exhibits and Reports on Form 8-K

A.  Exhibits - None required to be filed for Part II of this report.

B.  Reports on Form 8-K - None filed during the quarter for which this report is
submitted.




                                       10

<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    TRANSNET CORPORATION
                                  (Registrant)


                                    /s/ Steven J. Wilk
                                    -------------------------------
                                    Steven J. Wilk, President


                                    /s/ John J. Wilk
                                    -------------------------------
                                    John J. Wilk,
                                    Principal Financial and Accounting Officer
                                    and Chairman of the Board of Directors



DATE:  February 14, 2001



                                       11

<PAGE>